The M&A and Life Sciences teams advised resTORbio, Inc. (Nasdaq: TORC) on its definitive merger agreement with Adicet Bio, Inc. to create a combined publicly-traded biotechnology company focused on the development of Adicet’s off-the-shelf allogeneic gamma delta T cell therapies for oncology and other indications. Adicet’s lead candidate, ADI-001, is a gamma delta CAR-T cell therapy targeting CD20 being developed for non-Hodgkin’s lymphoma.

Under the terms of the agreement, stockholders of Adicet will receive shares of newly issued resTORbio common stock. On a pro forma basis, Adicet equityholders are expected to own approximately 75% of the combined company and current resTORbio equityholders are expected to own approximately 25% of the combined company. The parties anticipate that the combined company’s primary focus will be to advance Adicet’s unique cell therapy platform. The terms of the merger agreement contemplate that a contingent value right (a “CVR”) will be distributed to resTORbio stockholders as of immediately prior to the effective time of the merger, entitling CVR holders to receive net proceeds from the commercialization, if any, received from a third party commercial partner of the product candidate RTB101. The terms and conditions of the CVRs will be pursuant to a CVR Agreement resTORbio will enter into prior to the closing of the merger which expected in the second half of 2020, subject to approvals of each company’s stockholders and other customary closing conditions. Upon completion of the merger, the combined company will operate under the name Adicet Bio and is expected to trade on the Nasdaq under a new ticker symbol to be determined. 

resTORbio is a clinical-stage biopharmaceutical company developing innovative medicines that target the biolog of aging to treat aging-related diseases. resTORbio’s lead program selectively inhibits TORC1, an evolutionarily conserved pathway that contributes to the decline in function of aging organ systems. 

The Goodwin team was led by Andrew GoodmanDanielle Lauzon and Mitchell Bloom and Tobias Schad, Jason Goldfarb and Kathryn Weston and included Sarah BockChristopher DennJanet AndolinaJennifer FayRoger CohenCaroline BullerjahnOlivia UittoLily Xu, and Elizabeth Mulkey.

For additional details on the merger please read the press release.